0001209191-18-025396.txt : 20180418
0001209191-18-025396.hdr.sgml : 20180418
20180418170140
ACCESSION NUMBER: 0001209191-18-025396
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20180418
FILED AS OF DATE: 20180418
DATE AS OF CHANGE: 20180418
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GRAYZEL DAVID S.
CENTRAL INDEX KEY: 0001732786
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38459
FILM NUMBER: 18761723
MAIL ADDRESS:
STREET 1: C/O SURFACE ONCOLOGY
STREET 2: 50 HAMPSHIRE ST., 8TH FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Surface Oncology, Inc.
CENTRAL INDEX KEY: 0001718108
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 50 HAMPSHIRE STREET, 8TH FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
BUSINESS PHONE: 617-714-4096
MAIL ADDRESS:
STREET 1: 50 HAMPSHIRE STREET, 8TH FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2018-04-18
0
0001718108
Surface Oncology, Inc.
SURF
0001732786
GRAYZEL DAVID S.
C/O SURFACE ONCOLOGY, INC.
50 HAMPSHIRE STREET, 8TH FLOOR
CAMBRIDGE
MA
02139
1
0
0
0
Common Stock
1363636
I
See Footnote
Stock Option (Right to Buy)
12.90
2028-03-11
Common Stock
21818
D
Series A Preferred Stock
Common Stock
3181817
I
See Footnote
The number of shares reported reflects a 2.2-for-1 reverse stock split of the Issuer's Common Stock effected on April 6, 2018.
The shares are held directly by Atlas Venture Fund IX, L.P. ("Atlas Venture Fund IX"). The general partner of Atlas Venture Fund IX is Atlas Venture Associates IX, L.P. ("AVA IX LP"). Atlas Venture Associates IX, LLC ("AVA IX LLC") is the general partner of AVA IX LP. The Reporting Person owns an interest in AVA IX LP and disclaims beneficial ownership of such securities held by Atlas Venture Fund IX, except to the extent of his pecuniary interest therein, if any.
The stock option vests and becomes exercisable in 36 equal monthly installments after the closing of the Issuer's initial public offering. The proceeds of any sale of shares of common stock issued to Dr. Grayzel upon exercise of this option will be transferred to AVA IX LLC and therefore Dr. Grayzel disclaims beneficial ownership of such shares, which belongs to AVA IX LLC.
The Series A Preferred Stock is convertible on a 2.2-for-1 basis into Common Stock at any time at the election of the Reporting Person and will automatically convert upon the closing of the Issuer's initial public offering into the number of shares of the Issuer's Common Stock shown in column 3 without
payment or further consideration. The shares have no expiration date.
Exhibit 24.1 Limited Power of Attorney
/s/ Frank Castellucci, as Attorney-in-Fact
2018-04-18
EX-24.3_784292
2
poa.txt
POA DOCUMENT
POWER OF ATTORNEY
Know all by these presents that the undersigned hereby constitutes and appoints
each of Ommer Chohan and Frank Castellucci, or either of them signing singly,
and with full power of substitution, the undersigned's true and lawful attorney
in fact to:
(1) prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID,
including amendments thereto, and any other documents necessary or appropriate
to obtain codes and passwords enabling the undersigned to make electronic
filings with the SEC of reports required by Section 16(a) of the Securities
Exchange Act of 1934 or any rule or regulation of the SEC;
(2) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of Surface Oncology, Inc. (the "Company"), Forms
3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of
1934 and the rules thereunder;
(3) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file such
form with the SEC and any stock exchange or similar authority; and
(4) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney in fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney in fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney in fact may approve in such
attorney in fact's discretion.
The undersigned hereby grants to each such attorney in fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney in fact, or such attorney
in fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys in fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys in fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of April 12, 2018.
/s/ David Grayzel
Name: David Grayzel